N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ x ] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [ x ] No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ x ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities and Exchange Act of 1933 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of November 8,
2013, there were 82,636,433 shares of common stock, par value $0.001,
outstanding.

The accompanying notes are an integral part of these
consolidated financial statements.

F-2

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive
Loss

(Unaudited)

For the period

Three

Nine

from November

months

Three months

Nine months

months

16, 2009

ended

ended

ended

ended

(inception) to

September

September

September

September

September 30,

30, 2013

30, 2012

30, 2013

30, 2012

2013

General and Administrative Expenses

$

$

$

$

$

Accounting Fees

6,000

2,500

18,000

7,500

38,779

Audit & Tax Fees

4,035

3,751

25,735

18,188

92,086

Bank Fees

81

339

376

1,048

2,445

Amortization Expenses

-

50,000

-

51,495

3,490

Consulting Fees

146,353

33,333

431,977

58,333

701,759

Filing and Transfer Agent Fees

655

6,003

6,957

16,123

47,443

Legal Fees

14,993

21,194

83,899

42,356

230,027

Travel Expenses

-

2,679

3,754

6,395

24,529

Office and Miscellaneous Expense

1,677

825

4,288

785

8,461

Research and Development Expense

55,126

83,402

84,387

83,402

3,914,522

Marketing Expense

10,318

-

86,496

-

177,835

Insurance Expense

-

-

23,308

-

23,308

Stock-Based Compensation

(7,626

)

97,500

1,998

97,500

99,498

Meals &
Entertainment Expenses

-

-

238

688

926

231,612

301,526

771,413

383,813

5,365,108

(Loss) Before Other Expense

(231,612

)

(301,526

)

(771,413

)

(383,813

)

(5,365,108

)

Other Expense

Interest Expense

(1,866

)

(2,069

)

(5,577

)

(5,372

)

(22,784

)

Write-off of Website Development Costs

-

-

-

(5,485

)

(5,485

)

Gain related to dissolved subsidiary

-

-

430

-

430

Foreign Currency
Gain (Loss)

(7,035

)

-

12,868

-

27,854

(240,513

)

(303,595

)

(763,692

)

(394,670

)

(5,365,093

)

Net (Loss) and Comprehensive (Loss) forthe
Period

(240,513

)

(303,595

)

(763,692

)

(394,670

)

(5,365,093

)

Net (Loss) and Comprehensive (Loss)attributable to:

Common Stockholders

(221,643

)

(280,338

)

(703,776

)

(371,413

)

(4,672,955

)

Non-Controlling Interests

(18,870

)

(23,257

)

(59,916

)

(23,257

)

(692,138

)

(240,513

)

(303,595

)

(763,692

)

(394,670

)

(5,365,093

)

Basic and Diluted Net Loss per CommonShare

(0.00

)

(0.00

)

(0.00

)

(0.00

)

Weighted Average Number of CommonShares Outstanding
 Basic and Diluted

82,636,433

48,423,177

82,636,433

36,211,638

The accompanying notes are an integral part of these
consolidated financial statements.

F-3

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Consolidated Statements of Equity
(Deficiency)

For the period from November 16, 2009 to
September 30, 2013

(Unaudited)

(Deficit)

Accumulated

Total

Additional

During the

Common

Total

Common Stock

Paid In

Development

Shareholders

Non-Controlling

Equity

Shares

Amount

Capital

Stage

Deficiency

Interests

(Deficiency)

$

$

$

$

$

$

Shares issued for cash at $0.0001 per share
on November 16, 2009

1,000

-

-

-

-

-

-

Shares issued for cash at $0.000025 per share on December
5, 2009

15,999,000

400

-

-

400

-

400

Net loss for the period

-

-

-

(1,179

)

(1,179

)

-

(1,179

)

Balance December 31,2009

16,000,000

400

-

(1,179

)

(779

)

-

(779

)

Recapitalization  ODT

2,000,100

2,000

6,999

-

8,999

-

8,999

Imputed interest from shareholders

-

-

3,009

-

3,009

-

3,009

Net loss for the year

-

-

-

(66,056

)

(66,056

)

-

(66,056

)

Balance December 31,2010

18,000,100

2,400

10,008

(67,235

)

(54,827

)

-

(54,827

)

Shares issued for cash at $0.01 per share
on February 24th, 2011

6,000,000

6,000

54,000

-

60,000

-

60,000

Imputed interest from shareholders

-

-

6,199

-

6,199

-

6,199

Restructured term loan  a related party

-

-

15,833

-

15,833

-

15,833

Net loss for the year

-

-

-

(100,394

)

(100,394

)

(100,394

)

Balance December 31,2011

24,000,100

8,400

86,040

(167,629

)

(73,189

)

-

(73,189

)

Shares issued for cash at $0.001 per share on April 9, 2012

17,750,000

17,750

-

-

17,750

-

17,750

Shares issued for cash at $0.001 per share
on May 23, 2012

12,000,000

12,000

-

-

12,000

-

12,000

Shares issued on debt settlement at $0.0075 per share on
July 10, 2012

8,000,000

8,000

52,000

-

60,000

-

60,000

Shares issued for cash at $0.01 per share
on July 23, 2012

3,413,000

3,413

30,717

-

34,130

-

34,130

Shares issued on debt settlement at $0.01 per share on July
23, 2012

500,000

500

4,500

-

5,000

-

5,000

Shares issued on debt settlement at $0.01
per share on November 16, 2012

14,873,333

14,873

133,860

-

148,733

-

148,733

Shares issued on debt settlement at $0.01 per share on
November 23, 2012

2,100,000

2,100

18,900

-

21,000

-

21,000

Warrant certificate issued in subsidiary

-

-

-

-

-

2,998,682

2,998,682

Shares allotted and issued in subsidiary

-

-

-

-

-

1,162,192

1,162,192

Stock Option Expense

97,500

97,500

97,500

Share issuance costs

-

(5,900

)

-

(5,900

)

(5,900

)

Net loss for the year

-

-

-

(3,801,550

)

(3,801,550

)

(632,219

)

(4,433,769

)

Balance December 31,2012

82,636,433

67,036

417,617

(3,969,179

)

(3,484,526

)

3,528,655

44,129

Shares allotted and issued in subsidiary

-

-

-

-

-

1,244,822

1,244,822

Stock Option Expense

1,998

1,998

1,998

Net loss for the period

-

-

-

(703,776

)

(703,776

)

(59,916

)

(763,692

)

Balance September 30,2013

82,636,433

67,036

419,615

(4,672,955

)

(4,186,304

)

4,713,561

527,257

The accompanying notes are an integral part of these
consolidated financial statements.

F-4

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

Unaudited

From

November

Nine months

Nine months

16, 2009

ended

ended

(inception) to

September 30,

September 30,

September

2013

2012

30, 2013

Cash flow from Operating Activities

$

$

$

Net loss for the period

(763,692

)

(394,670

)

(5,365,093

)

Adjustment for items not involving cash:

Stock-Based Compensation

1,998

97,500

99,498

Shares Issued for Consulting Services

-

-

234,733

Imputed Interest

4,118

4,559

20,294

Research and Development Expense

-

-

2,998,682

Gain related to dissolved subsidiary

(430

)

-

(430

)

Amortization  Intangible Assets

50,000

-

Amortization  Website Development Costs

-

1,495

3,490

Write-off of Website Developments Costs

-

5,485

5,485

Changes in non-cash working capital
items:

(Increase) decrease in VAT receivable

152,761

(14,178

)

(9,066

)

Increase (decrease) in Accounts Payable and Accrued Liabilities

(144,375

)

79,546

311,746

Net Cash (Used
in) Operating Activities

(749,620

)

(170,263

)

(1,700,661

)

Cash flow from Financing Activities

Common Shares Issued, Net of Issuance Costs

-

57,981

118,380

Non-Controlling Interests

1,244,822

958,743

2,407,014

Increase (Decrease) in Loan Payable  Related Parties

-

-

74,462

Share subscription received

-

25,000

-

Net Cash
Provided by Financing Activities

1,244,822

1,041,724

2,599,856

Cash flow from Investing Activities

Cash Acquired on Acquisition of A Subsidiary

-

-

14,910

Website Development Costs

-

-

(4,425

)

Net Cash Provided by Investing Activities

-

-

10,485

Net Increase in Cash and Cash
equivalents

495,202

871,461

909,680

Cash and Cash equivalents, Beginning of Period

414,478

7,492

-

Cash and Cash
equivalents, End of Period

909,680

878,953

909,680

Supplementary Information

Interest Paid

-

-

-

Income Taxes Paid

-

-

-

The accompanying notes are an integral part of these
consolidated financial statements.

F-5

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 1 - Nature of Operations

Online Disruptive Technologies, Inc. (ODT or the Company)
was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company
was in the business of operating websites with advertising revenue platforms.
However, as described below, the Company changed its primary business focus to
the development and commercialization of a biotechnology platform. The Company
has limited operations and in accordance with ASC 915, is considered a
development stage company that has had no revenues from inception to date. The
Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the
issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc.
(RS or RelationshipScoreboard.com), a company incorporated on November 16,
2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the
Companys common stock. Upon the completion of the acquisition, the former sole
shareholder of RS held 89% of the Companys issued and outstanding common stock.
As a result, the transaction was accounted for as a reverse takeover transaction
(RTO) for accounting purpose, as RS was deemed to be the acquirer, and these
consolidated financial statements are a continuation of the financial statements
of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved.
The Company sold the website assets for $10 to an arms length individual and
wrote off $430 supplier payable.

On April 23, 2012, the Company established an Israeli
subsidiary named Savicell Diagnostic Ltd. (Savicell) with the intent of
exploring business ventures in the biotechnology sector. On July 25, 2012,
Savicell entered into a definitive licensing agreement with a division of Tel
Aviv University for the purpose of developing and commercializing a new
technology relative to the early detection of various forms of disease. With the
consummation of this transaction, the Company is now primarily focused on its
biotechnology efforts.

These financial statements have been prepared with the ongoing
assumption that the Company will be able to realize its assets and discharge its
liabilities in the normal course of business. The Company suffered a recurring
loss and had positive working capital of $567,659 as at September 30, 2013 (December
31, 2012 positive working capital of $77,682). Furthermore, additional future
losses are anticipated which raise substantial doubt about the Companys ability
to continue as a going concern. These financial statements do no include any
adjustments to the amounts and classification of assets and liabilities that
might be necessary should the Company be unable to continue as a going
concern.

F-6

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 1 - Nature of Operations (Continued)

The operations of the Company have primarily been funded by the
sale of common shares and loans received. Continued operations of the Company
are dependent on the Companys ability to complete equity financings or to
generate profitable operations in the future. Managements plan in this regard
is to secure additional funds through future equity financings. Such financings
may not be available or may not be available on reasonable terms to the
Company.

In January of 2013, the Company commenced a process to effect a
change of name. In order to do so, the Company incorporated a new Nevada
subsidiary named Savicell, Inc. with the intention of then amalgamating with the
subsidiary. ODT will be the surviving entity and will subsequently carry on
business under the name Savicell, Inc.

Note 2  Acquisition - ODT

In connection with the RTO described above and prior to the
acquisition, ODT had no business and did not meet the definition of a business
under ASC 805, Accounting for Business Combinations. Accordingly, the reverse
takeover of ODT by RS has been accounted for as a capital transaction, in
respect of which the net assets of ODT on March 24, 2010 were accounted for as a
recapitalization of RS. A breakdown of ODTs net assets as at March 24, 2010 is
as follows:

March 24, 2010

Total assets  cash only

$

14,910

Total liabilities

(5,911

)

Net assets acquired

$

8,999

F-7

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies

a) Basis of PresentationThese financial statements
have been prepared in conformity with generally accepted accounting principles
in the United States of America (US GAAP). All adjustments considered
necessary for a fair presentation of financial position, results of operations
and cash flows as at September 30, 2013 have been included.

b) Principles of ConsolidationThese consolidated
financial statements include the accounts of the Company, its wholly-owned
subsidiary RS until January 28, 2013, Savicell Inc. and its 75.88% interest in
Savicell. All significant intercompany accounts and transactions have been
eliminated upon consolidation.

c) Use of EstimatesThe preparation of financial
statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

d) Foreign Currency TranslationThe Company and its
subsidiaries functional currency are U.S. dollars. Transactions in other
currencies are recorded in U.S. dollars at the rates of exchange prevailing when
the transactions occur. Monetary assets and liabilities denominated in other
currencies are translated into U.S. dollars at rates of exchange in effect at
the balance sheet dates. Exchange gains and losses are recorded in the
statements of operations.

e) Cash and Cash EquivalentsCash and cash
equivalents consist entirely of readily available cash balances. There were no
cash equivalents as at September 30, 2013 and December 31, 2012.

F-8

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements -
Audited

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies (Continued)

f) Stock-based CompensationThe Company accounts its
stock options and similar equity instruments issued in accordance with ASC 718,
Share-Based Payment. Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the fair value at
the grant date, and expensed over the expected vesting period. ASC 718 requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.

As at and for the year ended December 31, 2012, the Company has
issued 9,750,000 stock options and incurred stock compensation expense of
$97,500 in 2012. For the nine month period ended September 30, 2013, the Company
granted 1,762,358 options and incurred stock compensation expense of $1,998
(Also see note 9).

g) Revenue RecognitionOperating revenue previously
consisted of advertising revenue. The Company currently has no ongoing revenues.
The point in time at which revenues are recognized is determined in accordance
with ASC 605-10 (formerly Staff Accounting Bulletin No. 104, Revenue
Recognition). Revenues are recorded when the Company delivers services to its
customers and collection is reasonably estimated.

h) Income TaxesIncome taxes are accounted for under
the liability method of accounting for income taxes. Under the liability method,
deferred tax liabilities and assets are recognized for the estimated future tax
consequences attributable to differences between the amounts reported in the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted or substantially enacted income tax rates expected to apply when
the asset is realized or the liability is settled. The effect of a change in
income tax rates on deferred income tax liabilities and assets is recognized in
income in the period in which the change occurs.

F-9

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements -
Audited

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies (Continued)

h) Income Taxes (continued)Deferred income tax
assets are recognized to the extent that they are considered more likely than
not to be realized.

The Financial Accounting Standards Board (FASB) has issued FASB
ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 clarifies
the accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with prior literature FASB Statement No. 109,
Accounting for Income Taxes. This standard requires a company to determine
whether it is more likely than not that a tax position will be sustained upon
examination based upon the technical merits of the position. If the
more-likely-than-not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements. The
implementation of this standard had no impact on the Companys financial
statements.

i) Comprehensive Income (Loss)The Company accounts
for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting
and display of comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statements of Operations and
Comprehensive Loss.

j) Earnings (Loss) Per ShareBasic loss per share is
computed on the basis of the weighted average number of common shares
outstanding during each period.

Diluted loss per share is computed on the basis of the weighted
average number of common shares and dilutive securities outstanding. Stock
options are considered to be common stock equivalents and were not included in
the net loss per share calculation for the nine month periods ended September
30, 2013 and 2012 because the inclusion of such underlying shares would have had
an anti-dilutive effect.

Level 1 inputs to the valuation methodology are quoted prices (unadjusted)
for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, and inputs that are
observable for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to
the fair measurement.

As at September 30, 2013, the fair value of cash and cash
equivalents was measured using Level 1 inputs.

The carrying amounts reported in the consolidated balance
sheets for the cash and cash equivalents, accounts payable and accrued
liabilities, loans payable and term loan each qualify as financial instruments
and are a reasonable estimate of fair value because of the short period of time
between the origination of such instruments and their expected realization.

F-11

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies (Continued)

l) Website Development CostsWebsite development
costs relate to the development of the Company's proprietary website. These
costs had been capitalized as incurred and installed and were, prior to being
written off in full (see Note 4 below), amortized over the estimated useful life
of three years on a straight line basis. The Company accounts for these costs in
accordance with ASC 350, Intangibles, which specifies the appropriate
accounting for costs incurred in connection with the development and maintenance
of websites.

m) Research and Development CostsAll research and
development costs are charged to expense as incurred and consist principally of
costs related to the License and Research Funding Agreement entered by the
Companys subsidiary with Ramot at Tel Aviv University (See Note 5).

n) Recently Adopted Accounting Pronouncements In
December 2011, the FASB issued ASU 2011-11 "Disclosures about offsetting assets
and liabilities". Under the new guidance entities must disclose both gross
information and net information on instruments and transactions eligible for
offset on the balance sheet in accordance with the offsetting guidance in ASC
210-20-45 or ASC 815-10-45, and instruments and transactions subject to an
agreement similar to a master netting arrangement. The new guidance will be
effective for ASMI beginning January 1, 2013. The Company adopted ASU 2011-11 on
January 1, 2013 and the adoption of the new amendments did not have a
significant impact on our consolidated financial statements.

F-12

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies (Continued)

n) Recently Adopted Accounting Pronouncements
(continued)

In July, 2012, the FASB issued ASU 2012-02, Intangibles 
Goodwill and Other (Topic). ASU 2012-02 amends the required annual impairment
testing of indefinite-lived intangible assets by providing an entity an
option to first assess qualitative factors to determine whether it is more
likely than not that the fair value of the indefinite-lived asset is less than
its carrying amount. If, after assessing the totality of events and
circumstances, an entity determines it is not more likely than not that the fair
value of the indefinite-lived asset is less than its carrying amount, then
performing the two-step impairment test under Topic 350-30 is unnecessary.
However, if an entity concludes otherwise, then it is required to perform the
impairment testing under Topic 350-30-35-18F by calculating the fair value of
the reporting unit and comparing the results with the carrying amount. If the
fair value exceeds the carrying amount, then the entity must perform the second
step test of measuring the amount of the impairment test under Topic
350-30-35-19. An entity has the option to bypass the qualitative assessment and
proceed directly to the two step goodwill impairment test. Additionally, the
entity has the option to resume with the qualitative testing in any subsequent
period. The pronouncement is effective for annual and interim impairment tests
performed for fiscal years beginning after September 15, 2012 and early adoption
is permitted. The Company adopted ASU 2012-02 on January 1, 2013 and the
adoption of the new standard did not expect to have a material effect on the
Companys consolidated financial position or results of operations.

In October 2012, the FASB issued ASU 2012-04 "Technical
corrections and improvements". This ASU makes certain technical correction to
the FASB Accounting Standards Codification. The new guidance will be effective
for fiscal years beginning after December 15, 2012. The Company adopted ASU
2012-04 on January 1, 2013 and the adoption of the new amendments is not
expected to have a significant impact on our consolidated financial
statements.

In February 2013, the FASB issued ASU 2013-02, "Comprehensive
Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income". The amendments do not change the current requirements for
reporting net income or other comprehensive income in financial statements.

F-13

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies (Continued)

n) Recently Adopted Accounting Pronouncements
(continued)

However, the amendments require an entity to provide
information about the amounts reclassified out of accumulated other
comprehensive income by component. In addition, an entity is required to
present, either on the face of the statement where net income is presented or in
the notes, significant amounts reclassified out of accumulated other
comprehensive income by the respective line items of net income but only if the
amount reclassified is required under U.S. GAAP to be reclassified to net income
in its entirety in the same reporting period. For other amounts that are not
required under U.S.GAAP to be reclassified in their entirety to net income, an
entity is required to cross-reference to other disclosures required under U.S.
GAAP that provide additional detail about those amounts. The pronouncement is
effective for fiscal years and interim periods ending after December 15, 2012.
The Company adopted ASU 2013-02 on January 1, 2013 and the adoption of this
pronouncement did not have a material effect on the Company's consolidated
financial position or results of operations.

In March 2013, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update ("ASU") 2013-05, "Foreign Currency
Matters (Topic 830); Parents Accounting for the Cumulative Translation
Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within
a Foreign Entity or of an Investment in a Foreign Entity." This guidance applies
to the release of the cumulative translation adjustment into net income when a
parent either sells a part or all of its investment in a foreign entity or no
longer holds a controlling financial interest in a subsidiary or group of assets
that is a business (other than a sale of in substance real estate or conveyance
of oil and gas mineral rights) within a foreign entity. ASU No. 2013-05 is
effective prospectively for fiscal years (and interim reporting periods within
those years) beginning after December 15, 2013. We will adopt this guidance
beginning with our fiscal quarter starting from April 1, 2014. We are currently
reviewing the provisions of ASU No. 2013-05 on our consolidated financial
statements.

F-14

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 3 - Significant Accounting Policies (Continued)

n) Recently Adopted Accounting Pronouncements
(continued)

In July 2013, the FASB issued authoritative guidance under
Accounting Standard Update ("ASU") 2013-11, which provides guidance on the
financial statement presentation of an unrecognized tax benefit when a net
operating loss (NOL) carryforward, a similar tax loss, or a tax credit
carryforward exists. ASU 2013-11 requires entities to present an unrecognized
tax benefit as a reduction of a deferred tax asset for a NOL or tax credit
carryforward whenever the NOL or tax credit carryforward would be available to
reduce the additional taxable income or tax due if the tax position is
disallowed. This accounting standard update requires entities to assess whether
to net the unrecognized tax benefit with a deferred tax asset as of the
reporting date. ASU 2013-11 will be effective for the Companys first quarter of
fiscal 2014. The Company is currently evaluating the impact of this accounting
standard update on its consolidated financial statements.

m) Recently Issued Accounting Pronouncements

Other accounting pronouncements that have been issued or
proposed by the FASB or other standards-setting bodies that do not require
adoption until a future date are not expected to have a material impact on the
Companys financial statements upon adoption.

Note 4  Website Development Costs

The Company incurred and capitalized costs of $8,975 related to
its website development. As at May 1, 2011, the development of the initial phase
of the website was substantially completed. As such, the Company began
amortizing the website cost over the estimated useful life of 3 years. As at
June 30, 2012, the Company wrote off the remaining website development costs of
$5,485 as a result of the Company changing its business focus. During the nine
month period ended September 30, 2013, the Company sold the asset for nominal
consideration. The following is a summary of website development assets.

F-15

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 4  Website Development Costs (Continued)

As of December 31, 2012

Cost

Accumulated

Amortization

Write-off

Net Book

Value

Website development costs

$

8,975

$

3,490

$

5,485

$

-

Note 5  License and Research Funding Agreement

On July 25, 2012, the Companys subsidiary Savicell entered
into a License and Research Funding Agreement (R&D Agreement) with Ramot
at Tel Aviv University (Ramot) pursuant to which:

In the course of research performed at Tel-Aviv University ("TAU"),
one of the chief professors has developed technology relating to early
detection of diseases by measuring metabolic activity in the immune system;

Savicell wishes to fund further research at TAU relating to such
technology; and

Savicell wishes to obtain a license from Ramot with respect to such
technology and the results of such further funded research in order to develop
and commercialize products in the diagnostics space, and Ramot wishes to grant
the Company such license, all in accordance with the terms and conditions of
this R&D Agreement.

Pursuant to the above noted R&D Agreement, Savicell will
fund research expenditures amounting to a total of $1,600,000 according to the
following schedule:

F-16

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 5  License and Research Funding Agreement
(Continued)

$81,000 within 5 business days of the R&D Agreement (paid)

Before October 2012; $359,500 plus VAT as applicable (paid)

Before January 3, 2013; $359,500 plus VAT as applicable (paid)

Before April 3, 2013; $400,000 plus VAT as applicable

Before July 3, 2013; $400,000 plus VAT as applicable

The payments originally due on April 3, 2013 and July 3, 2013
have been postponed by the parties until such time as the funds are actually
required in furtherance of the joint research and development initiatives.

In addition, Savicell shall issue to Ramot warrants (the
Warrants) to purchase a number of ordinary shares of Savicell which shall
together comprise 15% of issued shares of Savicell on an as-converted, fully
diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The Warrants
shall be exercisable at an exercise price equal to the par value of the Warrant
Shares, at any time and from time to time or until Savicell completes a defined
liquidity event. The fair value of the Warrant Shares has been estimated at
$1,698.97 per Warrant Share which is equivalent to the price at which Savicell
has issued shares to third party, for a total of $2,998,682.

Upon successful development and commercialization and in
recognition of the rights and licenses granted to Savicell pursuant to this
R&D Agreement, Savicell will be subject to certain royalty payments as
specified in the Agreement.

For the year ended December 31, 2012, Savicell incurred
research and development of $3,830,135 which included the funding of $831,453 in
connection with R&D Agreement and the fair value ($2,998,682) of the Warrant
Shares issued to Ramot. During the nine month period ended September 30, 2013,
Savicell incurred research and development cost of $84,387 (September 30, 2012
-$83,402) which were included in the consolidated statements of operations and
comprehensive loss.

F-17

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 6  Term Loan  Related Party

On November 4, 2011, the Company entered into a loan Agreement
(Loan Agreement) with a shareholder of the Company to settle a loan payable in
the amount of $74,062. Pursuant to the Loan Agreement, the terms of repayment
were amended to specify that ten per cent (10%) of the gross proceeds of any
prospective debt or equity financing undertaken by ODT would be applied to the
repayment of the principal of this loan until fully repaid. The term loan is
unsecured, non-interest bearing and requires that any balance remaining
outstanding on November 4, 2016 would then be fully due and payable.

The Companys management has estimated that ODT will raise
equity financing of $500,000 in each of 2013 and 2014 such that the loan payable
will be fully repaid upon the equity raise in 2014. Management had determined
the net present value of the term loan as at the date of restructuring to be
$58,229 by discounting the future anticipated repayments at a relative market
rate of 11.68% . As a result of the restructuring, the Company recorded $15,833
of additional paid-in capital. During the nine month ended September 30, 2013,
the Company recorded interest accretion of $4,115 (September 30, 2012 -
$4,560).

A summary of the Term Loan is as follows:

September 30, 2013

December 31, 2012

Term loan  face value

$

74,062

$

74,062

Effective interest
rate  11.68%

(15,833

)

(15,833

)

Net present value

58,229

58,229

Interest accretion

11,087

6,969

Total

69,316

65,198

Current portion

28,914

31,645

Term loan  long term

$

40,402

$

33,553

F-18

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 7  Loans Payable  Related Parties

During the period ended September 30, 2013, In connection with
the dissolution of RS, a $400 loan payable owing to a shareholder of the Company
was written off.

Note 8  Related Party Transactions

The Company completed the following related party
transactions:

During the nine month period ended September 30, 2013, the
Company incurred consulting fees of $431,977 payable to its directors and
officers and companies controlled by such directors and officers (for the nine
month period ended September 30, 2012 - $58,333).

As at September 30, 2013, included in accounts payable and
accrued liabilities, $69,533 (December 31, 2012- $12,833) was payable to a
company controlled by a former director / officer of the Company and $241,500
(December 31, 2012-$Nil) was payable to officers or directors of the
Company.

See Note 6, 7 and 10.

Note 9 Equity

Common shares

On March 24, 2010, the Company issued 16,000,000 common shares
(restricted shares) to the sole shareholder of RS to effect the acquisition and
RTO. Prior to the acquisition and RTO (Note 1 and 2), RS engaged in the
following equity transactions which have been restated using the exchange ratio
established in the acquisition agreement to reflect 16,000,000 common shares
issued in the reverse acquisition:

On November 16, 2009, RS issued 1,000 common shares at $0.0001 per share
for total proceeds of $0.10.

F-19

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 9 Equity (Continued)

Common shares (continued)

On December 5, 2009, RS issued 15,999,000 common shares at $0.000025 per
share for total proceeds of $400.

Prior to the acquisition and RTO (Note 1 and 2), the Company
engaged in the followings equity transactions:

On November 16, 2009, the Company issued 100 common shares at $0.001 per
share for total proceeds of $0.10.

On December 2, 2009, the Company issued 200,000 common shares at $0.01 per
share for total proceeds of $2,000.

On January 7, 2010, the Company issued 1,800,000 common shares at $0.01
per share for total proceeds of $18,000.

Upon the acquisition and RTO, 2,000,100 common shares issued by
the Company prior to the acquisition were considered as a recapitalization to
RS.

On February 24, 2011, the Company issued 6,000,000 common
shares at $0.01 per share for total proceeds of $60,000.

On April 9, 2012, the Company issued 17,750,000 common shares
at $0.001 per share for total proceeds of $17,750.

On May 23, 2012, the Company issued 12,000,000 common shares at
$0.001 per share for total proceeds of $12,000.

The share issuance cost in connection with the issuance of
29,750,000 common shares was $5,900.

On July 10, 2012, the Company entered into debt settlement
agreements with nine individuals whereby the Company collectively settled debts
in the aggregate amount of $60,000 by the issuance of 8,000,000 common shares at
a price per share of $0.0075. Included in the $60,000 total were the two
related party loans of $25,000 each.

F-20

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 9 Equity (Continued)

Common shares (continued)

On July 23, 2012, the Company issued 3,413,000 common shares at
$0.01 per share for total proceeds of $34,130 and an additional 500,000 shares
were issued as part of a debt settlement agreement in which $5,000 of an
accounts payable debt was settled.

On November 16, 2012, the Company entered into debt settlement
agreements with six employees or consultants of the Company whereby the Company
collectively settled debts in the aggregate amount of $148,733 by the issuance
of 14,873,333 common shares at a price per share of $0.01.

On November 23, 2012, the Company entered into debt settlement
agreements with one director and one consultant of the Company pursuant to which
the Company collectively settled debts in the aggregate amount of $26,000 by the
issuance of 2,100,000 common shares at a price per share of $0.01 and a cash
payment of $5,000.

As at September 30, 2013, the Company has 82,636,433 common
shares issued and outstanding.

Stock Options

On September 1, 2012, the Company granted a total of 9,750,000
stock options to our directors, officers, consultants and employees. The stock
options are exercisable at the exercise price of $0.01 per share until September
1, 2022 and vest immediately.

F-21

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 9 Equity (Continued)

Stock Options (continued)

On May 28, 2013, the Company granted a total of 962,358 stock
options to a consultant. The stock options are exercisable at an exercise price
of $0.01 per share. A quarter of the options will vest on each of the first four
anniversaries of the date of initial grant. The options were valued based on the
Black Scholes model which utilizes the following assumptions: expected dividend
yield of nil, expected volatility of 107%, expected life of 5years and risk free
interest rate of 1.40% .

On August 22, 2013, the Company granted a total of 800,000
stock options to a consultant. The stock options are exercisable at the exercise
price of $0.01 per share. 480,000 of the options so granted will vest as to one
quarter of such options at the end of each completed year that the consultant
provides the services. The remaining 320,000 options will vest based upon the
completion of certain deliverables by the consultant. As at September 30, 2013,
the Company recorded stock based compensation of $Nil for such options granted
to the consultant, as the performance condition and the marketing condition have
not yet been met as at September 30, 2013.

Outstanding as at September 30, 2013

Weighted

Weighted

Average

Number of

Number of

Average

Remaining

Options

Options

Exercise

Contractual

Exercise price

outstanding

exercisable

Expire date

Price

Life
(years)

$ 0.01

9,750,000

9,750,000

September 1, 2022

$

0.01

8.92

$ 0.01

962,358

-

May 28, 2018

$

0.01

4.66

$ 0.01

800,000

-

August 22, 2018

$

0.01

4.90

11,512,358

9,750,000

$

0.01

7.74

F-22

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 9 Equity (Continued)

Non-Controlling Interests

The Companys subsidiary, Savicell, granted a third party a
warrant certificate to purchase 1,765 common shares of Savicell that initially
represented 15% of the underlying common equity of Savicell. On October 30,
2012, Savicell issued a total of 592 ordinary shares (the Initial Closing) to
other third parties at $1,698.97 per share representing approximately 4.79% of
the fully diluted common equity of Savicell for aggregate proceeds of
$1,005,795. The Savicell investors are entitled to convert their Savicell shares
into common shares of ODT at a price equal to 80% of the per share pricing of
the first completed ODT financing of over $500,000 conducted after July 1, 2012
(the Financing Price) provided that for purposes of such conversion, the
deemed maximum Financing Price shall be the per share price of the common shares
of ODT based on (a) an aggregate ODT equity valuation of $30,000,000; and (b)
the number of common shares of ODT outstanding at the time of the financing.
Savicell continued its equity issuances following the Initial Closing.

As at December 31, 2012, Savicell issued a total of 684 shares
at $1,698.97 per share representing approximately 5.23% of the fully diluted
common equity of Savicell for aggregate proceeds of $1,162,192.

In the nine month period ended September 30, 2013, Savicell
issued a total of 730 shares at $1,698.97 per share representing approximately
5.54% of the fully diluted common equity of Savicell for aggregate proceeds of
$1,244,822. Following these share issuances, the Company, the Warrant holder and
the Savicell investors held underlying interests in the equity of Savicell of
75.88%, 13.39% and 10.73% respectively.

As the exercise price inherent in warrant certificate to
purchase 1,765 common shares of the Savicell is at nominal value, the warrant
certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related
common shares are deemed to be issued and outstanding.

F-23

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 10  Commitments and Guarantees

The Company is not a guarantor to any parties as at September
30, 2013.

1.

Effective November 1, 2011, the Company entered into a
consulting agreement with 1367826 Ontario Limited (OntarioCo) pursuant
to which OntarioCo is to provide certain consulting services to the
Company including the provision of accounting, financial and regulatory
advice. As consideration for the performance of the consulting services
under the agreement, ODT agreed to pay OntarioCo the sum of $4,166.67 per
month for the duration of the agreement, exclusive of any applicable sales
tax. The agreement is for an indefinite period unless terminated by either
party with sixty days advance written notice to the other party. Effective
October 1, 2012 the quantum of the monthly fees was increased to $9,000 in
recognition of the expanded scope of the Companys activities.

2.

Effective November 1, 2011, the Company entered into a
consulting agreement with a third party, Kerry Chow, pursuant to which she
will provide the following consulting services to ODT: maintaining the
accounting books and records on behalf of our company and our
subsidiaries; preparing consolidated quarterly and annual financial
statements for our company and our subsidiaries as well as assisting in
the preparation of the related disclosure documents; coordinating the
quarterly reviews and annual audits on behalf of our company and our
subsidiaries; coordinating the preparation and filing of the annual income
tax returns of our company and our subsidiaries; and any other
accounting-related functions. As consideration for the performance of the
consulting services under the agreement, ODT agreed to pay Kerry Chow the sum
of $833.33 per month for the duration of the agreement, exclusive of any
applicable sales tax. The agreement is for an indefinite period unless
terminated by either party with sixty days advance written notice to the
other party. Effective October 1, 2012, the quantum of the monthly fee was
increased to $2,000 in recognition of the expanded scope of the Companys
activities.

F-24

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 10  Commitments and Guarantees (Continued)

3.

On September 11, 2012, ODT signed an employment agreement
with Giora Davidovits, its new chief executive officer and President,
which agreement entailed an effective date of September 1, 2012. In return
for acting as its chief executive officer, the Company will provide Mr.
Davidovits an annual salary of $250,000 together with other benefits and
the potential for additional bonuses as declared from time to time by the
Companys board of directors. The agreement will end on August 31, 2017
unless terminated early in accordance with the termination provisions
contained within the employment agreement.

4.

On October 30, 2012, ODT and Savicell signed an
employment agreement with Eyal Davidovits, its new chief operating
officer, which agreement entailed an effective date of September 1, 2012.
In return for acting as its chief operating officer, the Company will
provide Mr. Davidovits an annual salary, denominated in new Israeli
shekels, approximately equal to $108,000 together with other benefits and
the potential for additional bonuses as declared from time to time by the
Companys board of directors. The agreement will end on August 31, 2017
unless terminated early in accordance with the termination provisions
contained within the employment agreement.

5.

On November 8, 2012, ODT and Savicell signed an
employment agreement with Dr. Irit Arbel, its new vice president, research
and development, which agreement entailed an effective date of September
1, 2012. In return for acting as its new vice president, research and
development officer, the

F-25

Online Disruptive Technologies, Inc.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2013

(Unaudited)

Note 10  Commitments and Guarantees (Continued)

Company will provide Dr. Arbel an annual salary, denominated in
new Israeli shekels, approximately equal to $96,000 together with other benefits
and the potential for additional bonuses as declared from time to time by the
Companys board of directors. The agreement will end on August 31, 2017 unless
terminated early in accordance with the termination provisions contained within
the employment agreement.

Note 11  Subsequent Events

In April of 2013, Rami Hadar agreed to join the board of
directors of Savicell, subject to the approval of the shareholders of Savicell.
In conjunction with such appointment, on April 25, 2013 the Company reserved for
issuance to Mr. Hadar options to acquire 1,924,717 common shares at a per share
price of $0.01. The subject stock options entail a term of 7 years with 25%
vesting immediately and a further 25% vesting on each of the first three
anniversaries of the date of initial grant. As at September 30, 2013, the
shareholders of Savicell had yet to approve Rami Hadars directorship. As such,
the stock options granted to Mr. Hadar have not yet been issued. The approval
was finally granted in November of 2013.

F-26

2

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This report on Form 10-Q contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. Forward-looking
statements made in this Form 10-Q include statements about:

our marketing plan;

our anticipation that future broad clinical trial studies encompassing
larger populations of cancer patients with varying cancers should reveal the
full potential of the existing developed strategy;

our plans to hire industry experts and expand our management team;

our beliefs regarding the future of our competitors;

our belief that there is a large unmet need in cancer diagnostics exists
in early diagnosis; accurate diagnosis;

our belief that there is a need in this segment for an easier blood-based
test that will increase compliance and minimize discomfort;

our anticipated development schedule;

our expectation that the demand for our products will eventually increase;
and

our expectation that we will be able to raise capital when we need it.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors and the risks set out below, any of which may
cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

general economic and business conditions;

our ability to identify attractive products and negotiate their
acquisition or licensing;

our ability to effectively develop our products;

volatility in prices for our products;

risks inherent in the pharmaceutical industry;

competition for, among other things, capital, pharmaceutical products and
skilled personnel; and

other factors discussed under the section entitled Risk Factors.

3

While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.

As used in this interim report on Form 10-Q and unless
otherwise indicated, the terms we, us and our refer to Online Disruptive
Technologies Inc., our subsidiary, Savicell Diagnostic Ltd., an Israeli
corporation (the Subsidiary or Savicell) and our subsidiary, Savicell Inc.,
a Nevada corporation. Unless otherwise specified, all dollar amounts are
expressed in United States dollars.

Corporate Overview

We were incorporated in the State of Nevada on November 16,
2009 under the name Online Disruptive Technologies, Inc. with authorized
capital of 500,000,000 shares of common stock with a par value of $0.001 per
share and 20,000,000 shares of preferred stock with a par value of $0.001 per
share. On March 24, 2010, we entered into a share purchase agreement with
Benjamin Cherniak, whereby we acquired all of the issued and outstanding shares
of RelationshipScoreboard.com Entertainment, Inc. in consideration for the
issuance of 16,000,000 of our common shares. RSE was incorporated in the State
of Nevada on November 16, 2009. There were no related party interests in the
acquisition of RelationshipScoreboard.com Entertainment, Inc.

Pursuant to a license agreement and research funding agreement
(the License Agreement) dated July 24, 2012 but entered into on July
25, 2012 executed by our Subsidiary and Ramot at Tel Aviv University Ltd.
(Ramot), a private company incorporated in the State of Israel and
having a place of business at 5 Shenker Street, Herzliah, Israel, our Subsidiary
was granted a license to certain patented technology relating to the early
detection of diseases by measuring metabolic activity in the immune system (the
Technology). The products (the Products) means any instrument,
device, process, method, product, component, or system that contain or is based
on, in whole or in part, the Technology.

As consideration for the worldwide exclusive license of the
Products, our Subsidiary will pay, issue and fund the following to Ramot:

(a)

a royalty (the Royalty) on worldwide net sales
of the Products by our company and its affiliates or
sublicensee;

(b)

a minimum annual royalty, credited against the
Royalty;

(c)

percentages of all payments received in connection with a
sublicense;

(d)

issue warrants to purchase, for nominal consideration,
the number of common shares of the Subsidiary such that Ramot holds a
minority interest in the Subsidiary; and

(e)

fund research expenditures for the research of the
Technology.

After the entry into of the License Agreement, we are focused
on the development of Savicell.

4

Our Current Business

Savicell

Savicell uses a revolutionary diagnostic platform that is
positioned initially in the cancer diagnostic market. The technology uses blood
samples to rapidly measure the body's response to disease intrusion and cell
malformation. The immune system is the first to read cancer and Savicell
interprets the language of the immune systems response.

Savicell technology is a ground-breaking, high-throughput,
in-vitro test for rapid quantitative measurement of the metabolic activity of
the cell populations that the body deploys to diagnose disease. Initial
application will focus on cancer diagnostics using blood samples. The Savicell
patent pending approach maps the different metabolic response profiles as a
method for early diagnosis and staging.

The immune system is designed to detect disease intrusion and
cell malformation in our bodies, which includes cancer, and to eliminate them.
In reaction to the presence of cancer the immune system is energized to respond.
The initial reaction is intricate, deploying different metabolic pathways and
different subtypes of cells. It is these differential responses that Savicell
technology powerfully detects. The immune system is the first to read cancer
and Savicell interprets the language of the immune systems response.

The clinical results obtained show the capability to simply and
rapidly diagnose cancer in a preliminary large population of cancer patients in
comparison to a control healthy group. We anticipate that future broad clinical
trial studies involving larger populations of cancer patients with varying
cancers should reveal the full potential of the existing developed strategy.

Obviously, many more tests are required in order to construct a
meaningful and significant diagnostic classification. However, what is revealed
to date is a major clear-cut shift of immune system metabolic activity pathways
from oxidative phosphorylation to aerobic glycolysis between healthy patients
and those with various cancer types.

Cancer drug and diagnostic markets have grown impressively,
driven by expanding patient populations and technological advances, especially
in biomolecular medicine. Current treatments are better tolerated and more
effective. The introduction of innovative products on the market is expected to
continue and to drive double-digit annual growth. Helping to expand the treated
patient population, 25 to 30 new anti-cancer agents are expected to be approved
for a variety of new indications. (IMS Health Forecasts, Biopharma Forecasts
& Trends). Expanding treatment options will further enhance growth of
diagnostic products for monitoring treatment response, recurrence, and improved
typing/staging. These enhanced treatment options will also accelerate market
growth of companion diagnostics by linking sales of diagnostics to therapeutics (Dx-Rx model.). In 2010
alone, 25 companion diagnostics partnerships with pharma were established (pwc
Diagnostics 2011 (PricewaterhouseCoopers LLP)).

5

Product innovations in cancer molecular diagnostics with
biomarker discoveries have enhanced patient outcomes and helped drive market
growth. However, the difficulty of discovering new bio-markers remains a
significant limiting factor to growth. Importantly, the diagnostic efficacy of
bio-markers in detecting cancer cells may be greater at relatively advanced
stages of the disease, where the cancer growth is more pronounced.

We believe a significant and very large unmet need in cancer
diagnostics exists in early diagnosis; accurate diagnosis, especially where
technique-based biopsy limits accuracy; staging; diagnosis confirmation;
recurrence and treatment monitoring; and tissue of origin diagnosis.

Early detection is very important because it can improve
outcomes dramatically. Typically, more treatment options are available when
diagnosed early and the resulting survival rates improve. Survival rate improves
by at least four times when cancer is diagnosed early and before it has spread.
(American Cancer Society) Key issues with current early diagnosis tests include
low sensitivity, low specificity, discomfort (e.g., colonoscopy), exposure to
radioactivity, and cost.

The early diagnosis market can be divided into two broad
segments. One is cancers with commercialized diagnostic tests. These generate
multibillion dollars that are significantly supported by the existence of
guidelines. Breast and colon cancers are examples, with guidelines for
mammograms yearly and colonoscopies every 5 to 10 years. There are 14.5 million
annual screening tests for colon cancer in the USA (Anesth Analg 2008;106:434
9). There are estimated at 40 million mammograms annually (FDA news release
Feb. 11, 2011). We believe that there is a need in this segment for an easier
blood-based test that will increase compliance and minimize discomfort.

The second segment is comprised of cancers that lack early
diagnostic solutions. For example, lung and ovarian cancers do not have good
screening tests and we believe represent a new market. Organizations that
determine guidelines already support a screening regimen for ovarian cancer. So,
once a reliable test is developed, market adaptation should be faster because
the need has already been recognized. According to the American Cancer Society,
it and "other health organizations, and ovarian cancer advocacy groups encourage
additional research to develop an accurate and valid test for early detection of
ovarian cancer."

Results of Operations

Revenues

We have not earned any revenue from operations since our
inception and further losses are anticipated in the development of our business.
We are currently in the development stage of our business and we can provide no
assurances that we will generate revenue in the foreseeable future.

Expenses

For the three and nine months ended September 30, 2013 and
2012, we incurred the following expenses:

6

Three months

Three months

Nine months

Nine months

ended

ended

ended

ended

September

September 30,

September 30,

September

30, 2013

2012

2013

30, 2012

General and Administrative Expenses

$

$

$

$

Accounting Fees

6,000

2,500

18,000

7,500

Audit & Tax Fees

4,035

3,751

25,735

18,188

Bank Fees

81

339

376

1,048

Amortization Expenses

-

50,000

-

51,495

Consulting Fees

146,353

33,333

431,977

58,333

Filing and Transfer Agent Fees

655

6,003

6,957

16,123

Legal Fees

14,993

21,194

83,899

42,356

Travel Expenses

-

2,679

3,754

6,395

Office and Miscellaneous
Expense

1,677

825

4,288

785

Research and Development Expense

55,126

83,402

84,387

83,402

Marketing Expense

10,318

-

86,496

-

Insurance Expense

-

-

23,308

-

Stock-Based Compensation

(7,626

)

97,500

1,998

97,500

Meals
& Entertainment Expenses

-

-

238

688

231,612

301,526

771,413

383,813

Following the incorporation of Savicell and the entering into
of the License Agreement, the scope of consolidated activities increased
markedly. As a result, there was a substantial increase in all aspects of
professional fees and other compliance related expenses. We are now represented
by counsel in both the United States as well as Israel. Given that Savicell has
been undertaking continuous equity financing initiatives, heavier reliance has
been placed on professionals and consultants in furtherance of such
endeavors.

Liquidity And Capital Resources

Working Capital

September 30,

December 31,

2013

2012

Current Assets

$

918,746

$

576,305

Current Liabilities

$

351,087

$

498,623

Working Capital (Deficiency)

$

567,659

$

77,682

The working capital has increased primarily due to the ongoing
equity issuances conducted by Savicell.

Cash Flows

Nine Months

Nine Months

ended

ended

September 30,

September 30,

2013

2012

Net Cash (Used in) Operating Activities

$

(749,620

)

$

(170,263

)

Net Cash Provided by Financing Activities

$

1,244,822

$

1,041,724

Net Cash Provided by (Used in) Investing
Activities

$

-

$

-

Net Increase (Decrease) in Cash and Cash
equivalents

$

495,202

$

871,461

7

Cash (Used in) Operating Activities

The increase in cash used in operating activities compared to
the same period last year is due to the increased scope of activities including
those of Savicell. Such increase has in turn led to sizeable augmentation of
consulting fees and professional fees.

Cash Provided by Financing Activities

The increase in cash provided by financing activities compared
to the same period last year results from the equity financings completed by
Savicell in furtherance of its medical diagnostics research initiatives.

Financings

On October 30, 2012, we entered into a conversion and
participation rights agreement (the Agreement) with 17 investors who have purchased
ordinary shares (the Savicell Shares) of Savicell for gross
proceeds of $1,005,795 (the Initial Subscription Amount). Savicell sold
approximately 5% of its ordinary shares in total and our company retained about
80% of Savicells equity shares on a fully diluted basis after considering
warrants issued to Ramot that can be exercised for the acquisition of ordinary
shares of Savicell. Pursuant to the Agreement, we have permitted the investors
to convert (the Conversion Right) the Savicell Shares into shares of
our company (the Online Shares) as follows in respect of any particular
investor:

A divided by B equals
the number of Online Shares issuable on conversion of the Savicell Shares

where

A equals the portion of the
Subscription Amount invested by the particular investor; and

B equals 80% of the per share
pricing of the first completed financing of over US$500,000 conducted after July
1, 2012 (the Financing).

The deemed maximum per share price of the Financing shall be
the per share price of Online assuming (a) an aggregate Online equity valuation
of $30,000,000; and (b) the number of common shares of Online outstanding at the
time of the Financing.

The investors may exercise the Conversion Right at any time
during the period beginning on the date of the Agreement and ending on the
earlier of (i) three years from the date of the Agreement; and (ii) on a date
within ten business days if the average volume over a period of 30 trading days
of our companys shares on a United Sates stock exchange or quotation system
totals 50,000 shares traded per day and the market capitalization of our
companys closing trading price on each such trading day multiplied by the
number of common shares of our company totals a minimum of $40,000,000.

At any time commencing from the date of exercise of the
Conversion Right by the investors until a date which is two years from the date
of the Agreement, if our company wishes to raise financing by selling securities to the public in a non-brokered private placement
(the Private Placement), we will offer to the investors the opportunity
to participate in such Private Placement to the extent that the investor may
retain its then currently held percentage of the outstanding Online Shares.

8

As at December 31, 2012, Savicell had issued total shares
representing approximately 5.23% of the fully diluted common equity of Savicell
for aggregate proceeds of $1,162,192.

In the nine month period ended September 30, 2013, Savicell
issued additional shares representing approximately 5.54% of the fully diluted
common equity of Savicell for aggregate proceeds of $1,244,822. Following these
share issuances, the Company, Ramot and the Savicell investors held underlying
interests in the fully diluted equity of Savicell of 75.88%, 13.39% and 10.73%
respectively.

Plan of Operation

We are an early-stage company. There exists substantial doubt
that we can continue as an on-going business for the next 12 months unless we
obtain additional capital to pay our expenses. This is because we have not
generated any revenues and no material revenues are anticipated until we further
develop our business. There is no assurance we will reach this point.

Our primary objectives for the next 12 month period are to
further develop the Technology and to advance the Technology so that it may be
appropriate for clinical safety testing.

We estimate our operating expenses and working capital
requirements for the next 12 months to be as follows:

Expense

Amount

Product development

$

2,000,000

Employee and consultant compensation

650,000

General and administration

75,000

Professional services fees

150,000

Regulation and compliance

50,000

Sales, Marketing and Business development

75,000

Total:

$

3,000,000

If we are not able to obtain the additional financing on a
timely basis, if and when it is needed, we may be forced to cease the operation
of our business.

Milestones for Development

The following is our anticipated development schedule:

Stage 1 0-6 months:

Finalize lab set up to expand the laboratory capability
to enhance the sample processing capacity. This includes the purchasing of
additional lab equipment and the recruitment of lab workers and company
personnel required to analyze more samples. Continue with initial phase of
clinical testing.

9

Stage 2 6-24 months:

Solidify preliminary results. This includes optimization
of the reagent matrix for the metabolic profile (MA) identification of
breast followed by lung cancer and optimization of data mining algorithm.
Based on results, a decision will be made if we continue to stage 3 or
adjust the plan based on the research findings.

Stage 3 24-36 months:

Verifying data on more patients: we anticipate
concentrating on increasing the patient population and the number of test
essays to a total of 1,100 patients.

Savicell has received approval of the Ethics Committee of the
Institutional Review Board of the Tel Aviv Sourasky Medical Center to perform
clinical trials on human blood for Savicells blood test for early diagnosis of
breast cancer. No further approvals are necessary to commence clinical trials
for a human blood test at the Sourasky Medical Center for the detection of
breast cancer. Savicell commenced such trials during the month of August, 2013.

Going Concern

The financial statements accompanying this report have been
prepared on a going concern basis, which implies that our company will continue
to realize its assets and discharge its liabilities and commitments in the
normal course of business. Our company has not generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
our company as a going concern is dependent upon the continued financial support
from our shareholders, the ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations. As at September 30, 2013, our company has accumulated deficit of
$4,672,955 since inception. We do not have sufficient working capital to enable
us to carry out our stated plan of operation for the next 12 months.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above in their report on the
financial statements for the year ended December 31, 2012, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Future Financings

We will require additional financing to fund our planned
operations, including further development, clinical testing, regulatory
requirements, and commercializing our existing assets. We currently do not have
committed sources of additional financing and may not be able to obtain
additional financing, particularly, if the volatile conditions in the stock and
financial markets, and more particularly the market for early development stage
pharmaceutical company stocks persist.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will
be forced to delay or scale down some or all of our development activities or
perhaps even cease the operation of our business.

10

Since inception we have funded our operations primarily through
equity and debt financings and we expect that we will continue to fund our
operations through the equity and debt financing. If we raise additional
financing by issuing equity securities, our existing stockholders ownership
will be diluted. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on his, her,
or its investment in our common stock. Further, we may continue to be
unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Securities Exchange Act of 1934, our management, with the participation of
our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Exchange Act) as of the end of the period covered by this quarterly
report on Form 10-Q. Based on this evaluation, management concluded that as of
the end of the period covered by this quarterly report on Form 10-Q, these
disclosure controls and procedures were ineffective.

Because of the inherent limitations in all control systems, our
management believes that no evaluation of controls can provide absolute
assurance that all control issues, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.

Managements Report on Internal Control Over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, our management, with the participation of
our principal executive officer and principal financial officer has conducted an
assessment, including testing, using the criteria in Internal Control 
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Our system of internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.

11

Our Management, including our principal executive officer and
principal financial officer, conducted an evaluation of the design and operation
of our internal control over financial reporting as of September 30, 2013 based
on the criteria set forth in Internal Control  Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. This
evaluation included a review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not
effective as at September 30, 2013 due to the following material weaknesses
which are indicative of many small companies with small staff: (i) inadequate
segregation of duties and ineffective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of both US GAAP and SEC
guidelines.

Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period
covered by this quarterly report on Form 10-Q, we have not been able to
remediate the material weaknesses identified above. To remediate such
weaknesses, we intend to implement the following changes during our fiscal year
ending December 31, 2013: (i) appoint additional qualified personnel to address
inadequate segregation of duties and ineffective risk management; and (ii) adopt
sufficient written policies and procedures for accounting and financial
reporting. The remediation efforts set out in (i) is largely dependent upon our
company securing additional financing to cover the costs of implementing the
changes required. If we are unsuccessful in securing such funds, remediation
efforts may be adversely effected in a material manner.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

This report does not include an attestation report of our
independent registered public accounting firm regarding internal control over
financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to rules of the SEC that permit us to provide only managements report
in this report.

Changes in internal control over financial
reporting

There were no changes in our internal control over financial
reporting during the period ended September 30, 2013 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material pending legal proceedings to which our
company or our subsidiary is a party or of which any of our properties, or the
properties of our subsidiary, is the subject. In addition, we do not know of any
such proceedings contemplated by any governmental authorities.

12

We know of no material proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or our subsidiary or has a material interest
adverse to our company or our subsidiary.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this quarterly report on Form
10-Q in evaluating our company and our business before purchasing shares of our
common stock. Our business, operating results and financial condition could be
seriously harmed as a result of the occurrence of any of the following risks.
You could lose all or part of your investment due to any of these risks. You
should invest in our common stock only if you can afford to lose your entire
investment.

Risks Related to our Company

The worldwide economic downturn may reduce our ability to
obtain the financing necessary to continue our business and may reduce the
number of viable products and businesses that we may wish to acquire. If we
cannot raise the funds that we need or find a suitable product or business to
acquire, we may go out of business and investors will lose their entire
investment in our company.

Since 2008, there has been a downturn in general worldwide
economic conditions due to many factors, including the effects of the subprime
lending and general credit market crises, slower economic activity, decreased
consumer confidence, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. In addition,
these economic effects, including the resulting recession in various countries
and slowing of the global economy, will likely result in fewer business
opportunities as companies face increased financial hardship. Tightening credit
and liquidity issues will also result in increased difficulties for our company
to raise capital for our continued operations. We may not be able to raise money
through the sale of our equity securities or through borrowing funds on terms we
find acceptable. If we cannot raise the funds that we need or find a suitable
product or business to acquire, we will go out of business. If we go out of
business, investors will lose their entire investment in our company.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.

We have not generated any revenue from operations since our
incorporation. We expect that our operating expenses will increase over the next
12 months as we ramp-up our business. We estimate our average monthly expenses
over the next 12 months to be approximately $83,000, including general and
administrative expenses but excluding acquisition costs and the cost of any
research expenditures and product development. In addition, we anticipate
expending $2,000,000 in aggregate research and development and product
development costs. On September 30, 2013, we had cash and cash equivalents of
$909,680. As of September 30, 2013, we had total debt of approximately $391,489.
If we are unable to meet our debt service obligations and other financial
obligations, we could be forced to restructure or refinance, seek additional
equity capital or sell our assets. We might then be unable to obtain such
financing or capital or sell our assets on satisfactory terms

13

We may need to raise additional funds in the future which
may not be available on acceptable terms or at all.

We may consider issuing additional debt or equity securities in
the future to fund potential acquisitions or investments, to refinance existing
debt, or for general corporate purposes. If we issue equity or convertible debt
securities to raise additional funds, our existing stockholders may experience
dilution, and the new equity or debt securities may have rights, preferences and
privileges senior to those of our existing stockholders. If we incur additional
debt, it may increase our leverage relative to our earnings or to our equity
capitalization, requiring us to pay additional interest expenses. We may not be
able to market such issuances on favorable terms, or at all, in which case, we
may not be able to develop or enhance our products, execute our business plan,
take advantage of future opportunities, or respond to competitive pressures or
unanticipated customer requirements.

We are an early-stage company with a limited operating
history, which may hinder our ability to successfully meet our
objectives.

We are an early-stage company with only a limited operating
history upon which to base an evaluation of our current business and future
prospects. As a result, the revenue and income potential of our business is
unproven. In addition, because of our limited operating history, we have limited
insight into trends that may emerge and affect our business. Errors may be made
in predicting and reacting to relevant business trends and we will be subject to
the risks, uncertainties and difficulties frequently encountered by early-stage
companies in evolving markets. We may not be able to successfully address any or
all of these risks and uncertainties. Failure to adequately do so could cause
our business, results of operations and financial condition to suffer.

Because our directors and officers are not all residents of
the United States, investors may find it difficult to enforce, within the United
States, any judgments obtained against our directors and officers.

Our directors and officer are not all residents of the United
States, and all or a substantial portion of their assets are located outside the
United States. As a result, it may be difficult for investors to enforce within
the United States any judgments obtained against our directors and officers,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.

If we are unable to successfully recruit and retain
qualified personnel, we may not be able to continue our operations.

In order to successfully implement and manage our business
plan, we will depend upon, among other things, successfully recruiting and
retaining qualified personnel having experience in the pharmaceutical industry.
Competition for qualified individuals is intense. We may not be able to find,
attract and retain qualified personnel on acceptable terms. If we are unable to
find, attract and retain qualified personnel with technical expertise, our
business operations could suffer.

Future growth could strain our resources, and if we are
unable to manage our growth, we may not be able to successfully implement our
business plan.

We hope to experience rapid growth in our operations, which
will place a significant strain on our management, administrative, operational
and financial infrastructure. Our future success will depend in part upon the
ability of our executive officers to manage growth effectively. This will
require that we hire and train additional personnel to manage our expanding
operations. In addition, we must continue to improve our operational, financial
and management controls and our reporting systems and procedures. If we fail to
successfully manage our growth, we may be unable to execute upon our business
plan.

14

Risks Relating to our Operations in Israel

Conditions in Israel and the surrounding Middle East may
materially adversely affect our Subsidiarys operations and personnel.

Our Subsidiary has significant operations in Israel, including
research and development. Since the establishment of the State of Israel in
1948, a number of armed conflicts and terrorist acts have taken place, which in
the past, and may in the future, lead to security and economic problems for
Israel. In addition, certain countries in the Middle East adjacent to Israel,
including Egypt and Syria, recently experienced and some continue to experience
political unrest and instability marked by civil demonstrations and violence,
which in some cases resulted in the replacement of governments and regimes.
Current and future conflicts and political, economic and/or military conditions
in Israel and the Middle East region may affect our operations in Israel. The
exacerbation of violence within Israel or the outbreak of violent conflicts
involving Israel may impede our Subsidiarys ability to engage in research and
development, or otherwise adversely affect its business or operations. In
addition, our Subsidiarys employees in Israel may be required to perform annual
mandatory military service and are subject to being called to active duty at any
time under emergency circumstances. The absence of these employees may have an
adverse effect on our Subsidiarys operations. Hostilities involving Israel may
also result in the interruption or curtailment of trade between Israel and its
trading partners, which could materially adversely affect our results of
operations.

The ability of our Subsidiary to pay dividends is subject to
limitations under Israeli law and dividends paid and loans extended by our
Subsidiary may be subject to taxes.

The ability of our Subsidiary to pay dividends is governed by
Israeli law, which provides that dividends may be paid by an Israeli corporation
only out of its earnings as defined in accordance with the Israeli Companies Law
of 1999, provided that there is no reasonable concern that such payment will
cause such subsidiary to fail to meet its current and expected liabilities as
they come due. Cash dividends paid by an Israeli corporation to United States
resident corporate parents are subject to provisions of the Convention for the
Avoidance of Double Taxation between Israel and the United States, which may
result in our Subsidiary having to pay taxes on any dividends it declares.

Risks Relating to the Pharmaceutical Business

If we are unable to successfully acquire, develop or
commercialize new products, our operating results will suffer.

Our future results of operations will depend to a significant
extent upon our ability to successfully develop and commercialize new products
and businesses in a timely manner. There are numerous difficulties in,
developing and commercializing new products, including:

there are still major developmental steps required to bring the product to
a clinical testing stage;

clinical testing may not be positive;

15

developing, testing and manufacturing products in compliance with
regulatory standards in a timely manner;

failure to receive requisite regulatory approvals for such products in a
timely manner or at all;

developing and commercializing a new product is time consuming, costly and
subject to numerous factors, including legal actions brought by our
competitors, that may delay or prevent the development and commercialization
of new products;

incomplete, unconvincing or equivocal clinical trials data;

experiencing delays or unanticipated costs;

significant and unpredictable changes in the payer landscape, coverage and
reimbursement for our products;

experiencing delays as a result of limited resources at regulatory
agencies; and

changing review and approval policies and standards at regulatory
agencies.

As a result of these and other difficulties, products in
development by us may or may not receive timely regulatory approvals, or
approvals at all, necessary for marketing by us or other third-party partners.
If any of our products are not approved in a timely fashion or, when acquired or
developed and approved, cannot be successfully manufactured, commercialized or
reimbursed, our operating results could be adversely affected. We cannot
guarantee that any investment we make in developing products will be recouped,
even if we are successful in commercializing those products.

Our expenditures may not result in commercially successful
products.

We cannot be sure our business expenditures will result in the
successful acquisition, development or launch of products that will prove to be
commercially successful or will improve the long-term profitability of our
business. If such business expenditures do not result in successful acquisition,
development or launch of commercially successful brand products our results of
operations and financial condition could be materially adversely affected.

Third parties may claim that we infringe their proprietary
rights and may prevent us from manufacturing and selling some of our
products.

The manufacture, use and sale of new products that are the
subject of conflicting patent rights have been the subject of substantial
litigation in the pharmaceutical industry. These lawsuits relate to the validity
and infringement of patents or proprietary rights of third parties. Litigation
may be costly and time-consuming, and could divert the attention of our
management and technical personnel. In addition, if we infringe on the rights of
others, we could lose our right to develop, manufacture or market products or
could be required to pay monetary damages or royalties to license proprietary
rights from third parties. Although the parties to patent and intellectual
property disputes in the pharmaceutical industry have often settled their
disputes through licensing or similar arrangements, the costs associated with
these arrangements may be substantial and could include ongoing royalties.
Furthermore, we cannot be certain that the necessary licenses would be available
to us on commercially reasonable terms, or at all. As a result, an adverse
determination in a judicial or administrative proceeding or failure to obtain
necessary licenses could prevent us from manufacturing and selling our products,
and could have a material adverse effect on our business, results of operations,
financial condition and cash flows.

All pharmaceutical companies are subject to extensive, complex,
costly and evolving government regulation. For the U.S., this is principally
administered by the FDA and to a lesser extent by the DEA and state government
agencies, as well as by varying regulatory agencies in foreign countries where
products or product candidates are being manufactured and/or marketed. The
Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other
federal statutes and regulations, and similar foreign statutes and regulations,
govern or influence the testing, manufacturing, packing, labeling, storing,
record keeping, safety, approval, advertising, promotion, sale and distribution
of our products.

Under these regulations, we may become subject to periodic
inspection of our facilities, procedures and operations and/or the testing of
our products by the FDA, the DEA and other authorities, which conduct periodic
inspections to confirm that we are in compliance with all applicable
regulations. In addition, the FDA and foreign regulatory agencies conduct
pre-approval and post-approval reviews and plant inspections to determine
whether our systems and processes are in compliance with GMP and other
regulations. Following such inspections, the FDA or other agency may issue
observations, notices, citations and/or warning letters that could cause us to
modify certain activities identified during the inspection. FDA guidelines
specify that a warning letter is issued only for violations of regulatory
significance for which the failure to adequately and promptly achieve
correction may be expected to result in an enforcement action. We may also be
required to report adverse events associated with our products to the FDA and
other regulatory authorities. Unexpected or serious health or safety concerns
would result in labeling changes, recalls, market withdrawals or other
regulatory actions.

The range of possible sanctions includes, among others, FDA
issuance of adverse publicity, product recalls or seizures, fines, total or
partial suspension of production and/or distribution, suspension of the FDAs
review of product applications, enforcement actions, injunctions, and civil or
criminal prosecution. Any such sanctions, if imposed, could have a material
adverse effect on our business, operating results, financial condition and cash
flows. Under certain circumstances, the FDA also has the authority to revoke
previously granted drug approvals. Similar sanctions as detailed above may be
available to the FDA under a consent decree, depending upon the actual terms of
such decree. If internal compliance programs do not meet regulatory agency
standards or if compliance is deemed deficient in any significant way, it could
materially harm our business.

The product would be licensed for sale in the EU through an EC
certification process, frequently shorthanded as CE Mark under the IVDD
98/79/EC. It is possible that general controls are sufficient and a conformity
assessment of a QMS would be sufficient to support clinical testing in the EU.
If a Notified Body must be used, the CE Marking process has two stages: a
certification of the manufacturers QMS (ability to safely develop devices) and
the certification of the device performance and safety itself. Regulatory
approval may be delayed, limited or denied for a number of reasons, including
insufficient clinical data, the product not meeting safety or efficacy
requirements or any relevant manufacturing processes or facilities not meeting
applicable requirements.

Further trials and other costly and time-consuming assessments
of the product may be required to obtain or maintain regulatory approval. We may
be required to conduct additional trials beyond those currently planned, which
could require significant time and expense.

17

The diagnostic industry is highly competitive.

The diagnostic industry has an intensely competitive
environment that will require an ongoing, extensive search for technological
innovations and the ability to market products effectively, including the
ability to communicate the effectiveness, safety and value of products to
healthcare professionals in private practice, group practices and payers in
managed care organizations, group purchasing organizations and Medicare &
Medicaid services. We are smaller than almost all of our competitors. Most of
our competitors have been in business for a longer period of time than us, have
a greater number of products on the market and have greater financial and other
resources than we do. Furthermore, recent trends in this industry are toward
further market consolidation of large drug companies into a smaller number of
very large entities, further concentrating financial, technical and market
strength and increasing competitive pressure in the industry. If we directly
compete with them for the same markets and/or products, their financial strength
could prevent us from capturing a profitable share of those markets. It is
possible that developments by our competitors will make any products or
technologies that we acquire non-competitive or obsolete.

Even if our product candidates receive regulatory approval,
they may still face future development and regulatory difficulties.

Even if U.S. regulatory approval or clearance is obtained, the
FDA can impose significant restrictions on a products indicated uses or
marketing or may impose ongoing requirements for potentially costly
post-approval studies. Any of these restrictions or requirements could adversely
affect our potential product revenues. Our product candidates will also be
subject to ongoing FDA requirements for the labeling, packaging, storage,
advertising, promotion, record-keeping and submission of safety and other
post-market information on the drug. In addition, approved products,
manufacturers and manufacturers facilities are subject to continual review and
periodic inspections. If a regulatory agency discovers previously unknown
problems with a product, such as adverse events of unanticipated severity or
frequency, or problems with the facility where the product is manufactured, a
regulatory agency may impose restrictions on that product or us, including
requiring withdrawal of the product from the market. If our product candidates
fail to comply with applicable regulatory requirements, such as current Good
Manufacturing Practices, or CGMPs, a regulatory agency may:

issue warning letters or untitled letters;

require us to enter into a consent decree, which can include imposition of
various fines, reimbursements for inspection costs, required due dates for
specific actions and penalties for noncompliance;

impose other civil or criminal penalties;

suspend regulatory approval;

suspend any ongoing clinical trials;

refuse to approve pending applications or supplements to approved
applications filed by us;

impose restrictions on operations, including costly new manufacturing
requirements; or

seize or detain products or require a product recall.

Our commercialization efforts will be greatly dependent upon
our ability to demonstrate product efficacy in clinical trials. Laboratories
will be reluctant to order our products, and medical practitioners will be
reluctant to prescribe our products, without compelling supporting data. The
failure to demonstrate efficacy in our clinical trials, or a delay or failure to
complete our clinical trials, would have a material adverse effect on our
business, prospects, financial condition and operating results.

18

Our failure to convince medical practitioners to use our
technologies will limit our revenue and profitability.

If we, or our commercialization partners, fail to convince
medical practitioners to prescribe products using our technologies, we will not
be able to sell our products or license our technologies in sufficient volume
for our business to become profitable. We will need to make leading physicians
aware of the benefits of products using our technologies through published
papers, presentations at scientific conferences and favorable results from our
clinical studies. Our failure to be successful in these efforts would make it
difficult for us to convince medical practitioners to prescribe products using
our technologies for their patients. Failure to convince medical practitioners
to prescribe our products will damage our commercialization efforts and would
have a material adverse effect on our business, prospects, financial condition
and operating results.

We may not be able to market or generate sales of our
products to the extent anticipated.

Assuming that we are successful in receiving regulatory
clearances to market any of our products, our ability to successfully penetrate
the market and generate sales of those products may be limited by a number of
factors, including the following:

certain of our competitors in the field have already received regulatory
approvals for and have begun marketing similar products, which may result in
greater physician awareness of their products as compared to ours;

information from our competitors or the academic community indicating that
current products or new products are more effective than our products could,
if and when it is generated, impede our market penetration or decrease our
existing market share;

the price for our products, as well as pricing decisions by our
competitors, may have an effect on our revenues; and

our revenues may diminish if third-party payers, including private health
coverage insurers and health maintenance organizations, do not provide
adequate coverage or reimbursement for our products.

If any of our future marketed products were to experience
problems related to their efficacy, safety, or otherwise, or if new, more
effective treatments were to be introduced, our revenues from such marketed
products could decrease.

If any of our current or future marketed products become the
subject of problems, including those related to, among others:

efficacy or safety concerns with the products, even if not justified;

regulatory proceedings subjecting the products to potential recall;

publicity affecting doctor prescription or patient use of the product;

pressure from competitive products; or

introduction of more effective tests.

Our revenues from such marketed products could decrease. For
example, efficacy or safety concerns may arise, whether or not justified, that
could lead to the recall or withdrawal of such marketed products. In the event
of a recall or withdrawal of a product, our revenues would significantly
decline.

19

Risks Relating to our Common Stock

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to
500,000,000 shares of common stock with a par value of $0.001 per share and
20,000,000 shares of preferred stock with a par value of $0.001 per share. Our
board of directors may choose to issue some or all of such shares to acquire one
or more companies or products and to fund our overhead and general operating
requirements. The issuance of any such shares will reduce the book value per
share and may contribute to a reduction in the market price of the outstanding
shares of our common stock. If we issue any such additional shares, such
issuance will reduce the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
corporation.

Trading of our stock is restricted by the Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority (known as FINRA) has adopted
rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

20

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Although our common stock is currently listed for quotation on
the OTC Bulletin Board, there is no market for our common stock. Even when a
market is established and trading begins, trading through the OTC Bulletin Board
is frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in our stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

We do not intend to pay dividends on any investment in the
shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to pay any dividends for the foreseeable future. Because we do not intend
to declare dividends, any gain on an investment in our company will need to come
through an increase in the stocks price. This may never happen and investors
may lose all of their investment in our company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

Since the beginning of the three month period ended September
30, 2013, we have not sold any equity securities that were not registered under
the Securities Act of 1933 that were not previously reported in an annual report
on Form 10-K, in a quarterly report on Form 10-Q or in a current report on Form
8-K.

License and Research Funding Agreement dated July 25,
2012 between Ramot at Tel Aviv University Ltd. and Savicell Diagnostic
Ltd. (portions of the exhibit has been omitted pursuantto a
request for confidential treatment) (incorporated by reference to an
exhibit to a current report on Form 8-K filed July 16, 2013)

(3)

Articles of Incorporation and Bylaws

3.1

Articles of Incorporation (incorporated by reference to
an exhibit to a registration statement on Form S-1 filed on August 10,
2010)

3.2

Bylaws (incorporated by reference to an exhibit to a
registration statement on Form S-1 filed on August 10, 2010)

(10)

Material Contracts

10.1

Consulting Agreement dated November 1, 2011 with 1367826
Ontario Limited and Robbie Manis (incorporated by reference to an exhibit
to a current report on Form 8-K filed on November 3, 2011)

10.2

Consulting Agreement dated November 1, 2011 with Kerry
Chow (incorporated by reference to an exhibit to a current report on Form
8-K filed on November 3, 2011)

10.3

Loan Terms Agreement dated November 4, 2011 with Peter
Hough (incorporated by reference to an exhibit to a current report on Form
8-K filed on November 8, 2011)

10.4

Mineral Property Acquisition Agreement dated November 21,
2011 with Minera Del Pacifico, S.A. (incorporated by reference to an
exhibit to a current report on Form 8-K filed November 21, 2011)

10.5

Loan Terms Agreement dated November 24, 2011 with Amir
Rachmani (incorporated by reference to an exhibit to a current report on
Form 8-K filed November 24, 2011)

10.6

Loan Terms Agreement dated February 13, 2012 with Ori
Ackerman (incorporated by reference to an exhibit to a current report on
Form 8-K filed February 13, 2012)

10.7

Form of Subscription Agreement for Non-US Subscribers
(incorporated by reference to an exhibit to a current report on Form 8-K
filed May 24, 2012)

10.8

Form of Subscription Agreement for US Subscribers
(incorporated by reference to an exhibit to a current report on Form 8-K
filed May 24, 2012)

10.9

Form of Shares for Debt Agreement for Canadian
Subscribers (incorporated by reference to an exhibit to a current report
on Form 8-K filed July 18, 2012)

10.10

Form of Subscription Agreement for Non-US Subscribers
(incorporated by reference to an exhibit to a current report on Form 8-K
filed July 18, 2012)

10.11

Warrant Agreement dated July 25, 2012 between Savicell
Diagnostic Ltd. and Ramot at Tel Aviv University Ltd. (incorporated by
reference to an exhibit to a current report on Form 8-K filed August 19,
2013)

10.12

Employment Agreement with Giora Davidovits dated
September 1, 2012 (incorporated by reference to an exhibit to a current
report on Form 8-K filed September 19, 2012)

10.13

Form of Conversion and Participation Rights Agreement
(incorporated by reference to an exhibit to a current report on Form 8-K
filed November 1, 2012)

10.14

Employment Agreement with Eyal Davidovits dated October
30, 2012 (incorporated by reference to an exhibit to a current report on
Form 8-K filed November 5, 2012)

22

ExhibitNumber

Description

10.15

Form of Debt Conversion Agreement (incorporated
by reference to an exhibit to a current report on Form 8-K filed November
16, 2012)

10.16

Form of Offshore Debt Conversion Agreement
(incorporated by reference to an exhibit to a current report on Form 8-K
filed November 16, 2012)

10.17

Form of Canadian Debt Conversion Agreement
(incorporated by reference to an exhibit to a current report on Form 8-K
filed November 16, 2012)

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